Kinetic Concepts, Inc. (NYSE: KCI) announced today that it has completed
its initial tender offer for the outstanding shares of common stock of
LifeCell Corporation (NASDAQ: LIFC). More than 91% of the outstanding
shares of common stock of LifeCell have been tendered, making LifeCell a
majority owned subsidiary of KCI. The initial offering period for the tender offer expired at 12:00
midnight, New York City time, on Friday, May 16, 2008, with a total of
approximately 31.25 million LifeCell shares being validly tendered in
the offer and not withdrawn (including approximately 6.2 million shares
delivered through notices of guaranteed delivery), representing
approximately 91.3% of the outstanding shares of common stock of
LifeCell. Shares tendered through notices of guaranteed delivery are
required to be delivered to KCI by Wednesday, May 21, 2008. KCI, through
its wholly–owned subsidiary Leopard Acquisition Sub, Inc. ("Purchaser")
has accepted for purchase all shares that were validly tendered and not
withdrawn during the offer. Subsequent offering period and merger KCI and Purchaser also announced that Purchaser has commenced a
subsequent offering period which will expire at 5:00 p.m., New York City
time, on Friday, May 23, 2008, unless extended. During this subsequent
offering period, holders of shares of LifeCell common stock who did not
previously tender their shares into the offer may do so and KCI and
Purchaser will promptly purchase any shares so tendered at $51.00 per
share, net to the seller in cash. No shares tendered in the tender offer
may be withdrawn during the subsequent offering period. After the expiration of the subsequent offering period KCI intends to
acquire all of the remaining shares of LifeCell common stock by means of
a merger. In the merger, each outstanding LifeCell share not tendered
and purchased in the offer, if any (other than those as to which holders
properly exercise appraisal rights, if any) will be converted into the
right to receive the same $51.00 per share price, without interest and
less any required withholding taxes, that was paid in the tender offer.
As a result of the merger, LifeCell will become a wholly–owned
subsidiary of KCI. Following the merger, LifeCell´s
common stock will cease to be traded on the NASDAQ Global Market. If KCI, through Purchaser, owns at least 90% of the outstanding shares
of LifeCell common stock after the subsequent offering period, the
merger will be implemented on an expedited basis without a vote or
meeting of LifeCell stockholders pursuant to the short–form merger
procedure available under Delaware law. About Kinetic Concepts, Inc. KCI is a global medical technology company with leadership positions in
advanced wound care and therapeutic support systems. We design
manufacture, market and service a wide range of proprietary products
that can improve clinical outcomes and can help reduce the overall cost
of patient care. Our advanced wound care systems incorporate our
proprietary Vacuum Assisted Closure(R), or V.A.C.(R) Therapy technology
which has been demonstrated clinically to promote wound healing through
unique mechanisms of action and can help reduce the cost of treating
patients with serious wounds. Our therapeutic support systems, including
specialty hospital beds, mattress replacement systems and overlays, are
designed to address pulmonary complications associated with immobility
to reduce skin breakdown and assist caregivers in the safe and dignified
handling of obese patients. We have an infrastructure designed to meet
the specific needs of medical professionals and patients across all
healthcare settings, including acute care hospitals, extended care
organizations and patients´ homes, in 19 countries in the United States
and abroad. For more information, visit our web site at www.kci1.com. Securities Law Disclosure This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer is being made pursuant to
a tender offer statement and related materials. LifeCell´s
stockholders are advised to read the tender offer statement and related
materials, as filed by Kinetic Concepts, Inc. with the U.S. Securities
and Exchange Commission (the "SEC").
The tender offer statement (including the Offer to Purchase, letter of
transmittal and related tender offer documents) filed by Kinetic
Concepts, Inc. with the SEC and the solicitation/ recommendation
statement with respect to the offer on Schedule 14D–9 filed by LifeCell
with the SEC contain important information which should be read
carefully before any decision is made with respect to the tender offer. Forward Looking Information This communication contains forward–looking statements, which may be
identified by words such as "believes," "expects," "anticipates,"
"estimates," "projects," "intends," "should," "seeks," "future,"
"continue," or the negative of such terms, or other comparable
terminology. Forward–looking statements are subject to risks
uncertainties, assumptions and other factors that are difficult to
predict and that could cause actual results to vary materially from
those expressed in or indicated by them. Such forward–looking statements
include, but are not limited to, statements about KCI´s ability to
implement its strategic and business initiatives, including its proposed
acquisition of LifeCell Corporation, financial expectations and
intentions and other statements that are not historical facts.
Additional risks and factors are identified in KCI´s filings with the
U.S. Securities Exchange Commission (the "SEC"), including its Annual
Report on Form 10–K for the fiscal year ending December 31, 2007 and
Quarterly Report on Form 10–Q for the quarter ended March 31, 2008
which are available on the SEC´s website at http://www.sec.gov.
KCI undertakes no obligation to revise or update any forward–looking
statement, or to make any other forward–looking statements, whether as a
result of new information, future events or otherwise.
